Shandong Qixia v Yong Zeng Yuan: Breach of Contract & Fiduciary Duties
Shandong Qixia Shida Fruits Refrigeration Co., Ltd ("Shida"), an apple supplier, sued Yong Zeng Yuan Pte Ltd ("YZY") in the General Division of the High Court of Singapore, for failing to pay for apples supplied. YZY filed a counterclaim against Shida and Mr. Hou Chao, alleging breach of fiduciary duties and conspiracy. The court found in favor of Shida, concluding that YZY owed Shida US$1,572,142 for the supplied apples and dismissing YZY's counterclaims.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Apple supplier Shandong Qixia sued distributor Yong Zeng Yuan for unpaid invoices. Yong Zeng Yuan counterclaimed, alleging conspiracy and breach of fiduciary duties. The court ruled in favor of Shandong Qixia.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Shandong Qixia Shida Fruits Refrigeration Co., Ltd | Plaintiff, Defendant in counterclaim | Corporation | Judgment for Plaintiff | Won | Yeo Teng Yung Christopher, Charmaine Elizabeth Ong Wan Qi |
| Yong Zeng Yuan Pte Ltd | Defendant, Plaintiff in counterclaim | Corporation | Counterclaim Dismissed | Lost | Aw Wen Ni, Tan Kia Hua |
| Hou Chao | Defendant in counterclaim | Individual | Counterclaim Dismissed | Neutral | Ng Khai Lee, Lee Shu Xian |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Philip Jeyaretnam | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Yeo Teng Yung Christopher | Legal Solutions LLC |
| Charmaine Elizabeth Ong Wan Qi | Legal Solutions LLC |
| Aw Wen Ni | WongPartnership LLP |
| Tan Kia Hua | Chen Jiahua |
| Ng Khai Lee | Infinitus Law Corporation |
| Lee Shu Xian | Infinitus Law Corporation |
4. Facts
- Shida supplied apples to YZY for sale to NTUC Fairprice and Kian Seng.
- YZY stopped making payments to Shida in January 2019.
- Shida claimed US$1,572,142 from YZY for unpaid apples.
- YZY counterclaimed, alleging overpayment and conspiracy.
- Mr. Hou was a director and shareholder of YZY.
- Mdm Gu was a director and shareholder of YZY and was married to Mr. Hou from 1986 to 2020.
- YY was a fully-owned subsidiary of YZY between 2002 and 2012.
5. Formal Citations
- Shandong Qixia Shida Fruits Refrigeration Co., Ltd v Yong Zeng Yuan Pte Ltd, Suit No 49 of 2020, [2022] SGHC 48
6. Timeline
| Date | Event |
|---|---|
| Suit filed by Shandong Qixia Shida Fruits Refrigeration Co., Ltd against Yong Zeng Yuan Pte Ltd | |
| Hou Chao's affidavit of evidence-in-chief filed | |
| Gu Xiaolan's affidavit of evidence-in-chief filed | |
| Hou Yini's affidavit of evidence-in-chief filed | |
| Shida filed further and better particulars | |
| Yang Chiew Yung's report dated | |
| Trial began | |
| Trial concluded | |
| Plaintiff’s Closing Submissions | |
| Defendant’s Closing Submissions | |
| Second Defendant in the counterclaim’s Closing Submissions | |
| Judgment reserved | |
| Judgment issued |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that Yong Zeng Yuan Pte Ltd breached its contract with Shandong Qixia Shida Fruits Refrigeration Co., Ltd by failing to pay for the supplied apples.
- Category: Substantive
- Breach of Fiduciary Duties
- Outcome: The court found that Mr. Hou Chao did not breach his fiduciary duties to Yong Zeng Yuan Pte Ltd.
- Category: Substantive
- Unlawful Means Conspiracy
- Outcome: The court found that there was no conspiracy between Shida and Mr. Hou to injure YZY by unlawful means.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Refund of Excess Payments
9. Cause of Actions
- Breach of Contract
- Breach of Fiduciary Duty
- Unlawful Means Conspiracy
10. Practice Areas
- Commercial Litigation
11. Industries
- Food and Beverage
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act 1967 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Apples
- Purchasing Agreement
- Invoices
- Excess Payments
- Fiduciary Duty
- Conspiracy
- Director
- Shareholder
15.2 Keywords
- contract
- fiduciary duty
- apples
- Singapore
- litigation
16. Subjects
- Contract Dispute
- Corporate Governance
- Civil Litigation
17. Areas of Law
- Contract Law
- Companies Law
- Tort Law